Attachment Exhibit F

This document pretains to SES-T/C-20110726-00863 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011072600863_907727

EXHIBIT F FCC Form 312 Public Interest Statement and Description of Transaction Changes In Interests As described more fully below, Transferor Katonah Pittman Ventures LLC (“KPV”), which holds a majority voting interest in Transferee Pilot Group GP LLC (“Pilot GP”), the controlling entity of the Barrington Broadcasting Group television stations listed below has filed FCC Form 315 transfer of control applications seeking consent to the relinquishment of its majority voting interest in Pilot GP, with the result that none of the remaining attributable owners (each a long-time co-investor in Pilot GP) would hold a majority voting interest in Pilot GP. The relinquishment of control would be accomplished without transferring LLC membership units of Pilot GP. Transferor KPV, a Delaware limited liability company controlled and principally owned by Robert W. Pittman, holds the right to vote a 58.7% LLC membership interest in Pilot GP.1 Pilot GP is the sole general partner of Pilot Group LP, which in turn is the sole member of Barrington Broadcasting LLC. Barrington Broadcasting LLC is the sole member of Barrington Broadcasting Group LLC which owns and operates, through 16 indirect licensee subsidiaries, 18 full-power television stations (including two satellites). (Pilot Group LP, Barrington Broadcasting LLC, Barrington Broadcasting Group LLC and its direct and indirect subsidiaries, collectively referred to herein as the “Barrington Entities”). 1 Pursuant to the Pilot GP LLC Operating Agreement, KPV’s designee currently has the right to vote the LLC membership interests of one of the insulated LLC members. Thus, KPV, together with its direct LLC membership interest, currently has the right to vote an approximate 78% interest in Pilot GP. KPV’s designee currently is Mr. Pittman. DC: 4024940-2

FCC Form 312 Exhibit F Page 2 KPV proposes (subject to prior FCC consent) to relinquish its voting rights in Pilot GP – the controlling general partner – by adopting nonvoting status pursuant to an amendment to the Pilot GP LLC Operating Agreement.2 Following the proposed change, Pilot GP would have four attributable members, none with a majority voting interest. (The proposed requishment of control does not involve transferring equity units of Pilot GP.) Thus, by the instant application and companion applications (one for each of the 16 Barrington licensee entities),3 the parties seek FCC consent to the relinquishment of control of Pilot GP (including the Barrington Entities) from KPV to Pilot GP, with none of the attributable members of Pilot GP holding a majority voting interest. Form 315 applications have been filed with the FCC’s Media Bureau and FCC Form 603 applications are being filed with the Wireless Telecommunications Bureau for consent to the transfer of control TV stations and Private Radio authorizations, respectively. The earth stations are used in connection with the provision of television broadcast services, and will be used in the 2 Pursuant to the amendment, KPV would no longer have the right to vote its 58.7% equity interest in any matters relating to any FCC license entity, including those identified in Exhibit 8 of the application, other than in circumstances in which a nonattributable, nonvoting investor would be permitted to vote pursuant to customary investor protections. (KPV also would retain a right to vote in circumstances relating solely to investments or activities unrelated to any FCC license entity). In addition to relinquishing its own voting rights, the amendment would terminate KPV’s right to vote the LLC membership interests of another LLC member, which rights would revert to that member or its designee. Last, KPV would opt to become (i) an insulated member of Pilot GP under the terms of the Pilot GP LLC Operating Agreement and (ii) an insulated limited partner of Pilot Group LP under the terms of the limited partnership agreement. Accordingly, following the proposed change, KPV (including its owners) would be subject to the standard FCC insulation criteria and would no longer hold an attributable interest in Pilot GP and the Barrington Entities. 3 Pilot GP also controls, through intervening companies, five companies that, taken together, are the licensees of 32 radio stations in various markets. Companion Form 315 applications are being filed for each of those five radio station licensee subsidiaries.

FCC Form 312 Exhibit F Page 2 same manner and for the same purposed following the transfer of control. Accordingly, the public interest would be served byFCC grant of the instant application. Licensee (FRN) Earth Station TV Station Media Burea File Number Barrington Amarillo License E050068 (TVRO) KVII-TV BTCCDT-20110711ADF LLC E4938 (TVRO) KVIH-TV E980150 (TVRO) Barrington Flint License LLC E6547 (TVRO) WEYI-TV BTCCDT-20110711ACW E970203 (TVRO) Barrington Harlingen License E920288 (Transmit/Receive) KGBT-TV BTCCDT-20110711ADQ LLC Barrington Kirksville License E050074 (TVRO) KTVO BTCCDT-20110711ADZ LLC Barrington Peoria License LLC E050061 (TVRO) WHOI BTCCDT-20110711AEH Barrington Syracuse License E050352 (Transmit/Receive) WSTM-TV BTCCDT-20110711AEJ LLC E940337 (Transmit/Receive) WSTQ-LP Barrington Traverse City E873874 (Transmit Only) WPBN-TV BTCCDT-20110711ACY License LLC WTOM-TV


Document Created: 2011-07-26 11:25:06
Document Modified: 2011-07-26 11:25:06
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC